Fantasies of the flesh
by Its-perfectly-reckless
Summary: Request fic for a good friend. Pure Ulquihime smut, and I'm not ashamed to say it. This will be a two-shot. Cover image by the wonderful Zelka94...Thank you for letting me use it!
1. Chapter 1

**A/N: Hey guys! So this fic was a request from my good friend Zelka94 over on DA and Tumblr. She wanted some Ulquihime smut with a little Murcielago in there somewhere, so here it is! I had a lot of fun writing this and there will be a part two once I get it written. Until then please enjoy!**

It had been another long, boring day in her room and a hot bath was just what she needed. Sinking into the hot water slowly, she could instantly feel her muscles begin to relax. It was strange, but she was slowly becoming accustomed to life in her cold, desolate prison. To the point that she rarely felt the chill anymore, believing that her bones themselves had absorbed the cold, and her body simply got used to it. Even so, she still had no grip on the concept of time in this place, try as she might, the constant dark made it hard to tell how long she was awake or asleep. If it wasn't for her daily meals, she'd never know if it was daytime or not. The only company she had from time to time was Ulquiorra, and it wasn't that she didn't like his company but she always felt different around him. Orihime was not quite the innocent ditz everyone believed her to be, so she knew that what she felt around him was lust and arousal, but she really couldn't understand why. Why was she drawn to him, like a moth to a flame? She thought that she loved Ichigo, but being around this man made her realize that the things she thought about Ichigo were tame little middle school fantasies, in comparison to the thoughts she found herself having about the man who was in charge of her life here. And there it was, the difference between the two of them. Ichigo, despite all his power and responsibility, was still really just a boy. But Ulquiorra...Ulquiorra was a man, and she had to admit that she would prefer a man over a boy if the choice was hers.

Her thoughts began to drift to the man in question, those gorgeous and completely hypnotizing green eyes, that beautiful pale skin making him look like those sculptures she would see in her history books, made of marble. The hole in his chest, she was always curious about, could he feel it? What did it feel like? That jet black hair that framed his face in just the right way, so stark against all the white. She wondered if she ran her fingers through it, would it be as soft and silky as it appeared? Then there were his fingers, long, elegant and undoubtedly strong. She began to wonder what those fingers would feel like on her body. Would they be gentle or rough? Hesitant or confident? She could feel herself getting wet just thinking about it, and when she pictured it, her hands began to move themselves along her thighs, one sliding up her stomach to tease one of her breasts. She knew she shouldn't be doing this, but the sexual tension she felt when around him had been building and building, and if she didn't do this now, she might end up all but begging him to take her. Pinching her nipple between her fingers she let a soft moan escape her as she imagined it was Ulquiorra touching her. The other hand was still caressing her thighs, but quickly found its way between them as she began to get lost in the images her mind was producing. She could see his face in her fantasy, so intense, and almost smug as he pulled more moans from her effortlessly. Her fingers, which for all intents and purposes were no longer her own, began to rub small gentle circles on her clit, her legs parting a bit. She continued like that for a few minutes, letting the fire of lust build slowly, making it burn hotter. Giving her other breast some attention, she twisted her nipple roughly, imagining it was him biting down on her, causing his name to slip past her lips quietly.

He had been on his way back to his own room, but when he passed hers, he felt a small spike in her spiritual pressure. Most would probably never notice it, but given the amount of time he spent with the woman, there was no way he could not be familiar with the normal activity of her spiritual pressure, and this did not feel normal. Not scared, or angry or sad, but not something he could name. Worried that one of the other espada, such a Nnoitora, may have decided to see if they could fool him and get to her, he hid his own spiritual pressure and slowly made his way into her room, ready to ambush any intruder. However, she was not in her normal spot on the couch, but instead in the bathroom. He felt her pressure fluctuate oddly again and decided to make sure she was alright. Aizen would kill him if something were wrong with her and he had ignored it, after all he was her caretaker now. "Onna..." He called softly from outside the door, pushing it open an inch or two. He had intended to make himself known by calling her again, but froze at the sight before him. The woman was in the bathtub, wet hair sprawled out over the edge, her left hand massaging a breast and her right was between her parted legs, giving him a full view of what she was doing. For the first time, Ulquiorra had no idea what to do. He shouldn't watch, but he couldn't tear his eyes away, and even if he could, the way she was moaning and panting would surely still affect him. He felt a stirring in his groin, one he had never felt for any other creature and he realized that he was turned on by watching her. The sensation so new, he stayed rooted to the spot for a few moments, just trying to think. And that's when he heard it, so quiet at first he thought he imagined it, but there it was again, louder this time. His name...not Kurosaki's...his name, rolling off her tongue so sweetly it sounded like honey to his ears.

His arm began to reach for the door, his feet ready to carry him into the room with her, when a familiar hand grabbed him by the wrist, stopping him in his tracks. "Murcielago, what do you think you are doing?" He said in a low voice, glaring daggers at the other part of himself. "I cannot let my master make a fool of himself now can I?" His eyes returning the look he was being given. "Explain yourself, this instant" He demanded. "I am part of you, and therefore know what you feel, what you want, what you desire. But you are about to rush into something you don't have experience with." His clawed hand slowly making its way up his masters arm and gently sliding it down his chest, over his stomach and finally coming to rest over the now apparent bulge in the front of his hakama. The grunt that came from the back of his masters throat was beautiful. "What is the meaning of this Murcielago? Why do you think you can touch me like this?"  
"Whether you choose to acknowledge it or not master, you have base desires and instincts just like any other creature. As I said, I am part of you, and I represent all the things you won't allow yourself to feel. I simply want to help you be prepared for what you plan to do to that girl. If you don't let me, I promise you it will be over before it begins." He whispered, his hands had continued to move while he spoke and now Ulquiorras jacket was open, and the sash around his waist was now on the floor, along with the hakama they had been holding up. He ran one hand over the other mans chest, stopping to tease his nipples, while the other had ventured lower and wrapped itself around his masters now throbbing length. He began a slow, steady rhythm, pumping his master in a way that he was sure would please the man, after all they were two sides of the same coin. " I will bring you to release master, so that you may last longer with the woman."

"And what makes you think I wouldn't last with the woman?" Ulquiorra spat, trying to sound vicious and threatening, but the sensations he was receiving from this other version of himself were quickly building. They threatened to overwhelm him, but he held whatever it was back, gritting his teeth against the exquisite torture. "Look at her master, watch her while I please you. She's pretending it's you that is pleasing her body, you should enjoy the show." His eyes turned back to the woman in the bath, the one who was the cause of this whole situation, her face flushed red, eyes screwed shut, her back arching, hips grinding against her fingers that were now pumping in and out of her body quickly. He felt his body ignite with what he assumed was lust, and fell over the edge instantly when she said his name once again. Biting his lip to hold back a moan at the feeling of his first release, his eyes remained glued to her, her moans and pants becoming louder and the pace of her hips and fingers more frantic as the seconds ticked by. And then...suddenly she hit her peak and screamed out for him as she came, completely unaware that he was there, witnessing it all. Though he would never admit it out loud, he had always found the woman to be beautiful, but the way she looked now, so comfortable and relaxed, her hair messy and a small smile on her face was so much better. Seeing her naked flesh, all slippery and wet from the bath and a soft sheen of sweat, watching her chest rise and fall with her deep breaths, he found his own hand now touching himself. He wanted to make his intent clear the minute he opened the door, so he took a few moments to lightly stroke himself, eyes never leaving her.

She had worked herself up to one of the best orgasms she'd ever had, and she had to admit, she felt a little better now. Taking a few moments to catch her breath and calm her racing heartbeat, she wondered briefly what Ulquiorra would do or say if he found out she was fantasizing about him in such a way. It would be so embarrassing, she'd probably just die right there on the spot! She could never tell him that he was the star of her most sensual and erotic fantasies. He would probably say something like "Silly woman, I have no time for such nonsense." if he ever found out. Giggling lightly at that thought, she opened her eyes gasping when her gaze locked with that of another. And not just any other, the man of her fantasies himself, Ulquiorra. She made to cover herself from his view, but stopped when she took in his appearance. His eyes were were wild and dazed, staring at her with an intensity that made her whole body blush. His jacket was unzipped and his hakama were...gone? That was the moment she realized that he was touching himself...while looking at her. Had he seen what she was doing just a few moments ago? How long had he been standing there? And how did she not hear the door open? Oh right, she knew the answer to that last one already. She wanted to curl into a ball and hide, run away if she could. She felt like her face was on fire, but she couldn't look away from his gaze. She was stuck there, entranced and lost in the depths, even from across the room. He pushed open the door and entered the small bathroom, shrugging off his jacket as he did so. While her brain was screaming at her that the look in his eye was dangerous, and she should get out of there, her body was heating up all over again, and she couldn't stop the shiver that ran down her spine when the baritone of his voice washed over her. " I will give you what you want Onna."

Her eyes widened at his statement and she had to choke back the words on the tip of her tongue 'God, yes'. Suddenly he was but a step away from her and climbing into the tub to join her. She was torn between the fear and the excitement, the embarrassment and the arousal. Her mind was clouding over as he reached out and cupped one of her full breasts gently, as if testing the weight and sensitivity. She bit her lip and held back the moan that his touch was trying to draw out. She should be pushing him away, yelling at him for spying on her during such a private moment, but she couldn't utter a word, let alone get up and run away. His breath ghosted over the sensitive skin of her nipple, causing goosebumps before he enveloped the pink bud between his lips and sucked. That was it, any resolve she may have had crumbled under the feeling of his tongue on her skin. Letting sounds escape her, she reached out and threaded her fingers into that black hair she'd been dying to touch, pulling him closer to her in an effort to encourage him not to stop. Switching breasts he gave the other the same attention as the first, his body shifting between her legs as his kisses then trailed up from her chest and along her neck. "Ulquiorra...mmm..." her voice coming out much deeper and sultry sounding than she intended. He stopped for a moment, pulling his head back to look into her eyes. She assumed he was giving her the chance to back out, but a this point, with his body pressed against hers, slick, smooth and all hard muscle there was no way she was going to. Part of her knew that if they didn't stop she would no longer be a virgin after tonight, and the other part of her couldn't seem to care less. Something about this...with him...it felt right. As if this was the most natural thing in the world for them to be doing. Rational thought came to a screeching halt as his left hand braced himself on the edge of the bath behind her, and the other slipped between her legs, passing his fingers over and through her delicate folds, a rush of wetness accompanying the action. So hot, she'd didn't think she'd ever felt so on fire before. It was one thing to touch herself, but his fingers left a trail of electricity in their wake.

His thumb grazed over the little nub at the top of her sex and the reaction he got let him know that was a good spot. Her whole body had jerked and a strangled moan tore from her throat as she unconsciously thrust her hips up, silently begging for more friction. Giving it a bit more pressure, he slid a finger inside her and began long slow strokes in and out. Her face mesmerized him, watching her features contort in pleasure, the way her cheeks flushed and her lips parted so invitingly. Adding a second finger he began to speed up his pace, pushing deeper with every thrust, bringing her closer and closer to her climax. He felt her inner walls start to contract and spasm and he knew it wouldn't be long now. Leaning his head down he started to suck on her neck and whispered in her ear "Cum for me, Onna." She came undone at his command and he felt a rush of warmth and wetness coating his fingers and he continued to stroke her, hoping to draw out her pleasure as long as possible. Murcielago may have had a point, he felt like he could explode right now just from watching her. As she came down from her high, her eyes opened and when she looked at him he felt his breath catch in his lungs. She leaned up and brought her face close to his, with her gaze on his lips he was suddenly nervous. He saw her pink tongue poke out and lick her lips, biting her lower lip briefly after her tongue retreated. There was no time to think though before she closed the gap and pressed those wonderfully soft lips against his. There was only a slight hesitation, the woman knew what she wanted and was growing more confident in taking it. He kissed her back quickly after the initial shock, and let his own tongue out to taste her lips asking for entrance to taste the rest of her mouth.

She was slowly becoming less nervous about this, he hadn't said a word since it began, but he didn't need to. When his tongue ran across her lips she gasped, and he wasted no time taking advantage of the opportunity. The way he kissed her was knee buckling, and she was glad that she wasn't standing at that moment. Suddenly his arms found their way around her waist, hands sliding down to cup her backside, lifting her up and causing her legs to wrap around him. Stepping out of the bathtub, he grabbed a towel on the way out of the room and strode confidently into her room, never letting his lips leave hers. Reaching the bed, he laid her down gently and began using the towel to dry her off. She reached to take it and dry herself, but he would not allow it. "I will take care of it. Lay back and let me enjoy the sight of you." He spoke firmly. She felt her face heat up at his words and was tempted to try and cover herself up, but she knew that it was far too late for that. Starting at her neck and working his way down each arm, he was caressing every inch of skin, his touch so gentle it was giving her goosebumps, and she felt herself growing hotter. He continued his journey down her body until he reached her toes. Tossing the towel aside carelessly, he crawled up into the bed with her and settled himself over her on all fours, leaning down for another kiss, that left them both breathless. For all the courage she was showing, he could tell that she was still nervous, her eyes had always told him what she would never say. He decided it would be best to take his time with her, let her get more comfortable before he took her, for there was no way he wouldn't be claiming her this evening. Consequences be dammed, she would be his undoing, the death of him...and he couldn't find it in himself to care.

His mouth changed course as he placed kisses up her jawline to her ear, then down her neck to her collarbone and into the valley of her breasts. She thought he was going to stop there, but he didn't even pause as he kissed along the flat plains of her stomach, his hands now running up and down her sides. An ache had started between her legs and she wanted him to touch her again, like he had before, but before she could form the words his hands grasped her thighs and parted them as he kissed lower and lower, laying himself out on the bed, propping himself up on his elbows. His face just inches from her most intimate place, she almost yelled for him to stop, he couldn't do what he was planning, it would be too much, she hadn't even touched him yet. "Ulquiorra..." a pleading look in her eyes. Inhaling the scent of her arousal deeply, he almost smirked at her as he said "Do not deny me the pleasure of tasting you...Orihime." He gave her no time to reply as his tongue flattened and gave her one slow lick along her sex. "Ahh!" she practically yelped, hips rising up off the bed on their own. His tongue continued to lap at her slowly and when it dipped past her entrance she bit her knuckle to keep from crying out. "Don't hold back...let me hear you." He said into her, the vibrations from his voice sending more pleasure through her veins. The pace of his tongue began to quicken as he focused it on her clit and pushed two fingers into her tight heat, pumping them in the same rhythm. Faster and faster, the tension continued to build. She could hear herself panting and moaning, and was hardly able to believe she could make such wanton sounds, but it was all his fault, that mouth and those fingers were driving her mad, sending her rushing towards the edge. Desperate to reach that peak, and done with letting him work at his own pace, she laced her fingers into his hair with one hand, gripping the sheets with her other, and pulled his face closer, her hips grinding into his face. Suddenly he hummed, a pleased moan coming from the back of his throat, the vibration making her cries grow louder, before he bit down on that sweet bundle of nerves making her vision go white as her orgasm crashed over her. She screamed his name as wave after wave of pleasure coursed through her, his fingers and tongue not stopping, drinking her up like a man dying of thirst.

"Sweet...so sweet" was all he could think as her juices rushed over his tongue. He continued to stimulate her, wanting to get every drop, and she gasped and started to shake. Looking up he watched as she grabbed her breasts and began to play with her nipples, her hips continued to move against him and suddenly her inner muscles were tightening around his fingers again. Intent on hearing her call out for him yet again he doubled his efforts and within seconds she was falling apart all over, his name the only word she could say, sounding like a beautiful chant. When she came down from her high, he raised himself up, licking his lips and bringing himself on top of her. Settling between her parted thighs, he leaned in to kiss her while she wrapped her legs around him, pulling him flush against her and rubbing her dripping sex against him. "Ughn...Orihime" he whispered against her lips, it felt so good. Reaching between them, her tiny hand wrapped around his length giving it a few timid pumps, his hips involuntarily moving against her to get more friction. Rubbing it up and down her soaking slit a few times she positioned him at her entrance and looked up to meet his gaze, a small amount of fear making it's way into her hooded, lust clouded eyes. "I will try not to hurt you." A simple statement, and her simple nod in return was the signal for him to push forward. His entrance was easy at first, she was already so wet, but then he met the barrier that signified she was pure. Deciding to just get it over with, he pulled back a little and pushed back in with force and speed, seating himself inside her to the hilt, swallowing her cry of pain with his own mouth, he kissed her over and over trying to sooth her. Walls flexing and stretching to make room for him, he could feel her clenching and pulling him in farther. "So...tight" he managed to say, praying he could hold out long enough for her to be ready, the feeling of being inside her was exquisite and the heat was quickly testing the limits of his control. Thankfully, just when he thought he couldn't take anymore she whispered in his ear "It's ok. I'm ready now." biting the lobe and running her tongue along the shell.

Bracing himself with his arms and pressing his forehead to hers, he pulled his hips back until only the tip of his member remained inside her and then pushed back in. He started a slow, steady rhythm never taking his eyes from hers. It was so intense, the way he looked at her, and she felt herself melting as the pain faded and was gradually replaced with pleasure. Her hands had a mind of their own and were busy running up and down his back, around to the front over those delicious abs and and pecs. His skin was as smooth as the marble it seemed chiseled from, and just as she was about to explore her curiosity about the hole in his chest his hips shifted, hitting a spot within her that had her hands flying down to grab his firm backside and pull his hips further against hers, hips grinding up and meeting his every thrust. "Ulqui...please...don't stop." She whined, fingers digging into his flesh. She was positively on fire, her every nerve alight with heat, the world around them no longer existed. It was only the two of them and this moment. His thrusts began to get faster, and harder, the gentleness fading as his instincts took over, he was close. Wrapping his arms around her thighs, he spread her legs farther apart and pushed her knees towards her chest, allowing him to sink even deeper into her than he had before. "Oh God! Ulquiorra..right there...don't stop, please don't stop." she cried to him. Low, gutteral growls began to escape him as his pace became frantic, and it was the hottest thing she had ever heard. Her climax was moments away, and she was trying to hold back, not quite ready for this bliss to end. "Ori...hime" he choked out, and the world completely shattered, her vision full of stars as she screamed for him. As her pleasure washed over her, her bodys grip on his length pulled him over the edge with her and he whispered her name in her ear as he reached his own release. Her quivering sex still clenching around him, milking him for every drop he had to give, he all but collapsed on top of her. He attempted to get up, but she closed her arms around him and held him close while they both tried to catch their breath.

"Thank you." She said softly as he disentangled himself from her and collapsed beside her on the bed. He gave no verbal answer, just a nod as he pulled her body against his. He kissed her lightly, letting her rest her head on his chest. Fingers lazily tracing patterns on his chest she yawned, and within minutes she was fast asleep. He felt too tired to return to his own room, so he pulled the blanket over them and let sleep claim him as well. He would deal with the repercussions of his actions in the morning.

**A/N: Don't be shy, let me know what you think!**


	2. Chapter 2

**AN: WARNING'S for this chapter**

**There is a bit of yaoi and a threesome in this chapter. If you do not like these things please do not read.**

Alright guys, the second part of this two shot is finally finished...steamy goodness ahead.

* * *

The next morning had been awkward to say the least, but he had returned to her that night, taking her passionately and leaving her boneless yet again. It had been several days since then, and she wondered why he hadn't come back to her yet. Maybe Aizen found out about them, and Ulquiorra was in trouble. Or maybe she had been a fool for letting him so easily take what he wanted from her. Even if that was the case, she didn't regret it. If two nights with him was all she got, she would cherish them, because they had been amazing, he had brought out the woman in her. She no longer felt like that scared little girl she was when she arrived here in Hueco Mundo, no, now she felt like she could face whatever it was that would come her way. She prayed that her friends wouldn't come to save her, for fear that they might lose their lives. She would much rather never see them again, knowing they were safe, than to have them come bursting into Las Noches in vain. It wasn't that she didn't believe in her friends, she did really, very much. But she couldn't bear the thought of one of them dying for her, never realizing that they felt the same way about her, even if they always encouraged her to stay out of the battles, always protecting her.

Speaking of protection, her thoughts found their way back to Ulquiorra again. What was he doing? Was he thinking of her? Was he being punished for being with her, or off on some grand mission given to him by Aizen? She started to make up scenarios in her head, and eventually that led to daydreaming -as she tended to do a lot- of Ulquiorra in all kinds of silly situations. After awhile though, she grew bored of the silliness of her imagination, and her thoughts drifted to more, inappropriate thoughts. She knew she wasn't supposed to leave her room, but she wanted to see him so bad, her body was on fire just thinking of the sexy moans and growls he would let out in the heat of their passion, or the way his fingers felt on her body, or his smooth skin against hers or...well you get the idea. Opening the door and looking both ways first, she confirmed that the hallway was empty before stepping out and heading in the direction that she believed his quarters to be in. She didn't know where she was going, but she knew she was in the fourth tower, and his room had to be here somewhere. She would just have to hope that she didn't run into any unwanted company along the way.

After his second night with the woman, he decided that he needed to stay away for a few days, lest Aizen discover the nature of their recent encounters. He wasn't sure he could justify to the man what he was doing with her, and he didn't want her to end up being the one who paid for his lack of self control. Speaking of self control, he couldn't really explain how he had ended up here in bed, with Murcielago on all fours in front of him. His length sliding in and out of the other, over and over. He could feel Murcielago pushing his hips back, meeting every thrust with one of his own, gradually getting stronger and faster. He decided that penetration was not enough stimulation to test the limits of the others control, and reached a hand around the front of the mans body and grasped his straining erection in his hand. He gave it a few small squeezes before pumping it slow and steady, with varying pressure, something he had discovered that he himself liked very much.

Through no small amount of arguments, the other part of himself had convinced him that sleeping together would benefit the woman, explaining that he desired her as much as Ulquiorra himself did. More so even, as he was the physical embodiment of Ulquiorras base instincts, a carnal beast if you will. And as such, he wished nothing more than to make sure they were capable of pleasing her to the fullest extent of their abilities. How could it be considered wrong, if they are the same person? He had reluctantly agreed after recognizing the logic in the mans statement, it was essentially him taking pleasure in himself. Had the woman not done the same on the day he had found her in the bathtub? Yes, he would do it. He would never admit it out loud, but after just two nights with her, he had become addicted to the sounds she emitted in the throes of pleasure. The way her cheeks would stay stained with blush as she made steady eye contact, and the expressions on her face like it was a sweet, sweet torture he was putting her through.

He agreed under the rule that he was the one in charge, and they decided stamina was the focus. It had been awkward at first, but after the first time he decided there was no need for that. He was brought out of his thoughts by a moan from Murcielago. Such a thing was rare, much like with himself, both usually growling over moaning. He knew the beast on all fours underneath him was getting close to his limit and ready to climax, the tight entrance he was currently sheathed in was flexing and growing increasingly tighter. He gripped Murcielago's hips roughly stopping the other from pushing back against him. "If I am to practice my stamina, so are you." Releasing his twitching member and grabbing one of the horns on his head, he ceased the movement of his own hips and pulled Murcielago up off of his hands by it, stopping when the mans ear was near his own lips. "As your master, I will tell you when you can cum." Releasing enough spiritual pressure to remind the other that he agreed to submit. A growl was the only answer he received.

He had noticed her presence a few minutes ago, surprised his master had not. She was watching them, through the crack in the door, much like they had done with her in the bathroom. The thought of pulling her in here with them was what had gotten him so worked up when his master had roughly yanked him up by his horn. His head now facing the door, he took the opportunity to level his gaze on the woman, her eyes widening in shock that she had been seen. The momentary flex of spiritual pressure was thankfully not enough to harm her, as his master still had not taken notice and he growled at the man. "Are you turned on by the sight before you Onna?" Using his long tail to reach out and throw the door open, revealing her to their eyes.

There was a sharp gasp from both her and Ulquiorra as their eyes met, his masters body freezing up for a moment. Before anyone could say anything, he grabbed her by the wrist with his tail and pulled her to the bed, then using it to maneuver her onto the bed so that she was underneath him, spreading her legs to either side of his. Pulling forward he was released from Ulquiorra's grip and leaned back down to hover over her, bracing himself on his arms. Ulquiorra continued to stay still, but looked on with curiosity in his eyes. No doubt he was waiting to see how the woman reacted to the situation. "W-Who are you?" Her gaze pulling up to meet his. " I am Murcielago...this is the ultimate form my master can take when he uses me." A spark of understanding behind her eyes. Slowly, he brought one clawed hand up to cup the side of her face, she was trembling. With fear or excitement, he couldn't tell. "I am a part of him, we are one in the same. Tell me...Onna...do I scare you?"

She hadn't meant to spy on them, really. She was just so shocked that she froze on the spot. Unbelieving of what she was seeing, she stared in awe, not sure what to feel about it. Ulquiorra was having sex with another, but it was a...wait, what was that? It's face and body looked like a man, but he also had fur, horns, claws, and wings...yes wings, like that of a bat. But even with her confusion, there was something exciting about them not knowing she was there, seeing such an intimate moment. Focusing on Ulquiorra, she watched as the muscles in his hips and thighs flexed with each thrust he made, stomach muscles clenching and relaxing, he was a gorgeous sight. He was so wrapped up in the moment , and she was fascinated. Holding her breath for fear of making a sound, a familiar feeling of arousal was beginning to heat her skin. The sound that came out of the other man (yes she was going with that for now) startled her. Not only was it sexy as hell, it sounded a lot lot Ulquiorra, pulling her gaze to him.

Suddenly, he was grabbed by one of his horns as Ulquiorra pulled him up to whisper in his ear, his back arching with the motion. It was that moment when the man had turned his eyes on her, and she almost yelped in surprise. He looked almost exactly like Ulquiorra, but his eyes...his eyes were possibly more intense, all green and beautiful golden iris', and she thought to herself that this had to be a dream. No way could this really be happening, because if it was, she might faint right there from the images her mind thrust at her. That was when she felt the spiritual pressure that Ulquiorra let loose. Normally, a display of power like that would frighten her,but this time...this time it was only fanning the burning embers of her lust, causing wetness between her thighs.

The man growled in response to Ulquiorra, and then he spoke to her. But before she could say anything, he had used his tail (he had a tail too?) to open the door and she gasped as her eyes met Ulquiorra's. Before she could fully process the moment she was grabbed by the wrist, and pulled to the bed. That black tail wrapping itself around her and moving her body how he wanted, it was softer to the touch than she might have thought. When he pulled the tail back, she was splayed underneath him, legs out on either side. She asked who he was, and after he explained, he cupped her face in the palm of his hand, long, sharp black talons lying gently on the skin of cheek, asking her if he scared her.

He was ready to stop Murcielago at any moment, if the woman seemed like she wanted him to. However, he was a bit shocked to see that she was unafraid of Murcielago. Sure she had been apprehensive at first, but after he explained to her who he was, the look in her eyes changed. She had glanced up at him before answering the question. "No, If you are one in the same with Ulquiorra, then I do not need to fear you." Her small hands reaching out tentatively to smooth their way down his chest and stomach, before looking to him shyly, as if asking permission to go farther. She was entranced by Murcielago, and he was being entranced by the two of them. He'd never thought that her finding out about what he was doing with him, would lead to something so erotic. Here he was still buried in the man underneath him, and she underneath him, amazed that the woman was so accepting of the situation, and even seemed to be turned on by it. He decided that they should just continue if it pleased her to see them together.

Without warning he pulled his hips back and slammed them forward into Murcielago once again, starting a slow rhythm, eyes transfixed on the woman as he watched her watching the other. Her hands were feeling the fur along his hips and thighs, making their way around the back, running from his backside up to his shoulders and back down again. It was almost as if he could feel her touch, the same as Murcielago, and a shiver ran down his spine. Leaning forward over the other man, he ran one hand up her right leg from the ankle up to as far as his reach would allow, making small circles on her inner thigh. Her gaze shifted to meet his at the contact and she blushed furiously. Murcielago took advantage of the break in eye contact to lean his head down and run his lips along her neck, nipping and licking the sweet flesh there, drawing a whimper from her. He was hypnotized as he watched the flames of lust and passion ignite in her eyes at the others actions, her hands pulling him closer to her, fingers twisting into his hair. His own desires reached a boiling point and he pushed Murcielago down onto her, encouraging him to keep up what he was doing, while still keeping the mans hips in the air as he let himself loose, thrusting harder and faster than before.

She couldn't believe how turned on she was, she thought she might climax without either of them ever having to touch her. Murcielago's top half laying on top of her, his head pressed into the crook of her neck, his warm breath rushing over her skin as he panted from the pleasure Ulquiorra was giving him. His lips kissing every inch of skin they could reach, his grunts of pleasure vibrating though her, all while lost in the gaze of the man above him. She could feel herself blushing, but it was impossible to break the spell those green orbs had her under. It was obvious he was enjoying watching her with this other part of himself, the heat in his gaze said it all, and she was secretly glad that he liked it, because she didn't want this to stop. She felt Murcielago's tail making it's way up her right leg, under her skirt, and she couldn't help the moan that escaped her when the end of it made contact with her sex through her panties. "Mmm...master, she's so wet already." He spoke in that familiar voice she loved.

She could see the familiar strain on Ulquiorra's face at that statement, and his thrusts suddenly became chaotic, and hard enough to shake the bed. Murcielago's grunts became more like growls as she watched Ulquiorra reach is peak. The combination of the sounds, the sensations and the vision before her, had her losing her grip on reality little by little. Seeing pure bliss written across her lovers face made the ache in her grow exponentially, she was ready to beg one of them to take her. However, once he came down from his high, Ulquiorra slowly pulled out of the other man and made his way up the bed, forcing her to sit up. He maneuvered so she was between his legs, her back to his chest as he began to unzip her dress. The two of them worked in tandem and within seconds she was in nothing more than her panties, Ulquiorra's hands replacing her bra as he cupped both of her breasts in his hands, lips descending on her neck. In front of her she could see Murcielago running one talon down the front of her, pressing lightly when he reached the edge of the lace garment still remaining on her body, he let his finger keep running south and suddenly the lace split down the middle, grabbing either side of the tear he simply ripped them off of her, and she gasped at the rush it gave her.

Pulling back to let his eyes roam over her shapely body, he took a moment to contemplate his next move. He didn't want to hurt her with his horns, but he wanted to taste her. Then it came to him, he caught Ulquiorra's eye, placed his hands under her backside and lifted, her legs going over his shoulders, causing the other to have to support her back and shoulders. Her head resting on Ulquiorra's shoulder, she was stretched out between them. Suspended in mid air, she reached out on with one hand and ran her fingers along the tip of his right horn, pulling a moan from him. He had no idea they could be so sensitive, and couldn't help the tremor that ran through his entire body. Bringing his focus back to the woman, he took a moment to admire her delicate flower, soft, pink and dripping with her nectar, before leaning in and tasting her. Her hips bucked at the action, and he watched her breasts heaving with every breath she took. He set a merciless pace against her clit right from the start, and within seconds she burst over his tongue, a beautiful cry escaping her lips. He'd never tasted anything like it, and he made sure to lick her clean, intent on starting all over.

With his hands pleasantly full with the round, firm flesh of her backside, he decided to employ his tail once more. Using it to play with the little bundle of nerves this time, his tongue ventured to her opening and he pushed it in as far as he could reach, flexing it in and out of her, tasting every part of her he could. While he feasted on her flesh, he watched as Ulquiorra turned her head and kissed her, his hand moving to twist and pinch one of her perfect, rosy nipples. Supporting her with one hand, he reached up to give the other breast attention, and the added sensation sent her over the edge again, he inner muscles squeezing his tongue before a rush of her juices once again assaulted his taste buds. By this point, he was dying to take her, having somehow not released when his master had earlier, and he lowered her back down to the bed. He stretched his legs over Ulquiorra's, still facing each other, and moved as close as he could to the other, with her in the middle. Grasping his own length he positioned himself to enter her, she gave a small whimper from the contact and without further provocation, placed her hands on his shoulders and lowered herself onto him slowly. Once he was about halfway in he lost his patience, grabbing her hips and slamming her down while thrusting his hips up, seating himself in her completely as she let out groan, her fingers digging into him. They started to move with each other, and she leaned in to kiss him with fervor.

The view of her backside as she rode Murcielago faster and faster was making him yearn for more friction. He could feel her sliding against him, up and down, up and down. And while it would have been easy from this position to take her in the way that he took Murcielago, he didn't think she was ready for that...yet. He settled for letting his hands glide up and down her back for a few moments, before giving in to the urge to smack her ass. She cried out at the unexpected sting, but didn't complain. "She likes it...do it again." the other man whispered to him, her head dipping forward to his shoulder, her own shoulders hunching a bit. She was ashamed of liking it. He wouldn't stand for her denying something that gave her pleasure, grabbing a handful of her hair he pulled her head back, making her back arch, and gave her ass another smack. Watching as her eyes shot open and she grunted from the pleasure it sent through her, he repeated the action a few more times, and suddenly she was screaming out her climax, pulling Murcielago over the edge with her when she clamped down on him.

Giving them a moment to catch their breath, he grabbed her and turned her around to face him, spending a few minutes to caress her, licking and kissing her flushed skin, before he thrust himself into her. It was like liquid velvet inside her and he knew that he was doomed after this night. The lengths he would go to in order to be inside her like this everyday were becoming greater and greater, and while some part of him was worried about it, other parts were screaming that this was worth any torturous, painful death that his Lord could come up with. He never thought he would connect with another being so intimately before, and he was sure he never would again, no matter the outcome of his transgressions, or this war they were preparing for. She grabbed his face with both hands and thrust her tongue into his mouth, her passions overflowing into him, and he returned the gesture with equal fervor, trying to devour her whole. Readjusting so his legs were over Murcielago's he was able to get better leverage from under her, and tilted his hips at a new angle. She threw her arms around his neck, crying out into his mouth, and pulled him closer, pressing herself flush against his front and pulling her legs out from under her, to wrap them around him. Her ankles locking together over his lower back she began meeting his thrusts with her own. Breaking the kiss for much needed air, she pressed her forehead to his and locked her eyes on him.

He was reaching so deep inside her from this angle, the sensation like he was made for her, she could feel herself building towards another climax. Never in a million years could she have pictured herself doing something like this, she'd always been the good girl, the ditzy, innocent one that no one would expect it from. But right now she was being a bad girl, a very bad girl...and she liked it, she liked it a lot. She could feel Murcielago behind her, his hands going around her waist while Ulquiorra's busied themselves elsewhere, one twisting into her hair and pulling her head back so he could attack her neck with is lips and teeth, the other teasing a breast. The hands at her waist slid lower, cupping her backside and giving the supple flesh several squeezes, his mouth latching on to the other side of her neck, and nipping along her collarbone. "Ulquiorra..."She breathed. "Please...harder." He complied immediately and she felt the coil of her arousal wind tighter. "Murcielago...please...ughnn" unable to finish the sentence. He got the message anyways as she felt the smack on her backside. Tighter and tighter, Ulquiorra bit down on her ear lobe while Murcielago bit her shoulder and it snapped. She screamed out her pleasure, unable to form any words or names. But they weren't done with her, not yet.

Ulquiorra continued to pound into her, the other turning her head for a breathtaking kiss, one hand moving to play with the little rock hard bundle of nerves at the top of her sex, and the other playing with her free breast, she gasped from the feeling of the different sensations. Ulquiorra was teasing her breast while Murcielago was playing rough, pinching and flicking. She was kissed again, this time by Ulquiorra, and when he pulled away she looked from him to the other and back, still unable to believe this was happening. He must have taken her glances as some sort of signal, or request, because he grabbed Murcielago and kissed him hard. Once the initial shock wore off, she watched, completely mesmerized as he returned the kiss, and she almost came again right there on the spot. She'd never pictured two men together before, but this wasn't her imagination and it was sexier than she thought possible.

After they broke apart for air, they both turned their gazes on her and suddenly she felt like a helpless animal, the prey for the hunters that were closing in on her. She felt a faint stab of fear, caused by the intense heat in both sets of eyes, staring her down as if they were starving men, and she a feast before them. Hands and hips began to resume the rhythm that had been disturbed with the kiss and she let herself get lost in the moment, in the heat and the passion, the lust and the desire. Lips and teeth everywhere, they were marking her as their own and she knew there would be marks left tomorrow, but she didn't care, she would bear them proudly. Rapidly, Ulquiorra's thrusts were becoming frenzied, doing her best to match his speed, the power and force he was exerting was also growing. With one last, hard, deep thrust, he seated himself in her to the hilt as his climax washed over him, the feel of him spasming inside her, pulling her over the edge with him.

With his master spent, and his own length begging for attention again, he silently asked permission to continue without him. Ulquiorra looked to the woman first, before giving him a slight nod, acknowledging that he could do as he pleased with the her. Not needing to be told twice, her picked her up and turned her around, wrapping her legs around his hips and letting his large wings stretch for a moment in the process. Hey eyes went wide at the sight of them, and she shyly asked if she could touch them. As far as he was concerned the woman could touch him any where and any way that she wanted, he couldn't tell her no. After she satisfied her curiosity, she left a trail of kisses from his jawline to his collarbone, wandering fingers making their way to the hole in his chest. Locking her gaze with his, she ran a finger around the outside first, almost as if she was waiting for him to stop her. But when he didn't she took it to the next level, feeling along the inside of it, causing him to let out a very heated moan. No one had ever touched him (or his master for that matter) in such a way.

Wasting no time, he wrapped her arms around his neck, entering her with one fluid move of his hips. She groaned from the feel of it, and he couldn't get enough of the way she looked, blush staining her cheeks, heavy breaths falling from between her parted lips, eyes clouded with lust. In that moment he decided that he would try something he had never done, and was sure she would find amazing. Beating his wings slightly, they began to lift off of the bed, her expression growing surprised as they got higher and higher. Hands on her hips, he began to move her up and down, creating a slow and sensual rhythm. "Oh, Murcielago...please, I need more" She begged in a whisper against his neck. Instantly he gripped her tighter and put more force into the movement of his hips, being careful that he didn't use too much and end up hurting her. Being in the air as they were however, made it difficult for them to match each other as there was nothing for her to hold onto other than himself.

He flew to the wall above the bed and pushed her against it, a few feet over Ulquiorra's head, intent on giving him a show while they were at it. Now he could use the wall to hold her up instead of his arms and she was free to loosen her grip around his neck as well. He found that he could easily use the force from flapping his wings to drive himself into her, over and over, deeper and deeper as he pulled her knees up over his shoulders. He had practically bent her in half and she was crying out her pleasure, moaning, groaning and panting in time with his every movement. He could tell that she was close again, and wanted to make sure she got there before his self control gave out, so he stopped momentarily, pushing his member as deep as he could inside her, and just stayed there like that for a few moments. Feeling her convulse around him he added more pressure, her body closing in on him in a never ending grip, almost like a vice she was squeezing so tight. And just when he thought we wouldn't outlast her this time, he watched in amazement as she shattered apart in front of him. Every muscle in her body tightening until it looked almost painful, her eyes screwed shut and mouth hanging open, but no sound escaping. He didn't even think she was breathing anymore, but before worry could set in, he felt an extreme rush of wetness, her body literally squirting her juices all over him.

Watching them closely, he was lost in the haze. He was no longer a part of the action and he could hear her cry out for Murcielago, her breathy moans and pants, pleading for more. The view from where he sat was most pleasing, as he watched her backside jiggle with every thrust. For a moment there was complete silence, and he worried that something might be wrong, before he felt a wetness splash onto his face. It was coming from Orihime...she was in such intense pleasure that she could not speak, let alone breath, and his tongue reached out of his mouth, licking his chin, tasting her juices from his spot below them. Murcielago had somehow managed not to explode while she was in the throes of her orgasm, and with a few quick thrusts let himself reach completion.

Leaning his top half backwards he stretched out, as if lying down, and pulled the woman with him, letting her legs dangle on either side of him as he slowly floated back down to the bed with her. She looked completely sated, but there were tears in her eyes as well. "Did I hurt you?" Murcielago asked, looking to him apologetically. "No, I'm fine. It was just so intense, I can't help it. Rest assured that these are happy tears though." Smiling brightly at both of them. Laying himself out, he pulled her against him and began to settle in for much needed sleep, Murcielago taking up the space on the other side of the woman, and curling one wing over all three of them, shrouding them in darkness. Mind reeling as he finally processed what had just happened, he kissed her on the forehead as she snuggled between them, a feeling of peace came over him and before sleep claimed them, he thought that maybe he was finally starting to understand what she meant when she talked about the heart.

* * *

**AN: **So this was a lot of fun to write, it was a request from my friend Zelka94, and this was what she wanted. I may write some more for these characters later on, though probably just Ulquiorra and Orihime, no Murcielago. Please let me know what you think!


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